8-K
filed March 12, 2024, 7:59 PM ET
ticker INTT
CIK 0001036262
other material
confidence high
sentiment negative
materiality 0.80
INTEST CORP (INTT): auditor change — inTEST restates Q3 2023 financials, acquires Alfamation for ~€20M
INTEST CORP
- Q3 2023 revenue overstated by ~$1.7M; net income overstated by ~$700K; EPS revised from $0.24 to $0.19.
- Acquired Alfamation S.p.A. for ~€20M (€18M cash + 187,432 shares); Alfamation annual revenue ~$25M, backlog ~$15M.
- FY2024 revenue guidance raised to $145-155M; acquisition expected accretive to non-GAAP EPS in 2025, dilutive to GAAP EPS in 2024.
- Company expects to report a material weakness in internal control over financial reporting due to revenue recognition errors.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.95
INTEST CORP reported that prior financial statements should not be relied upon.
- Action
- non reliance
Exact text from the filing
should no longer be relied upon due to certain errors identified by the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
INTEST CORP completed an acquisition involving Mauro Arigossi and Elettra S.S. for approximately €20 million (closed 2024-03-12).
- Action
- acquisition
- Counterparty
- Mauro Arigossi and Elettra S.S.
- Consideration
- approximately €20 million
- Closing
- 2024-03-12
Exact text from the filing
all of the outstanding capital shares of Alfamation. Pursuant to the Purchase Agreement, the Buyer agreed to pay to the Sellers an aggregate base purchase price of approximately €20 million comprised of: (i) approximately €18 million in cash; and (ii) 187,432 shares of common stock of the Company, par value $0.01 (the “Shares”); and an additional approximately €542
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
INTEST CORP entered into Purchase Agreement with Mauro Arigossi and Elettra S.S. valued at approximately €20 million (effective 2024-03-12).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Mauro Arigossi and Elettra S.S.
- Value
- approximately €20 million
- Effective
- 2024-03-12
Exact text from the filing
On March 12, 2024 inTEST Corporation (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) by and among inTEST Italy, Inc., a wholly owned subsidiary of the Company (“Buyer”), Mauro Arigossi (“Arigossi”), and Elettra S.S., a company incorporated under the Laws of Italy (“Elettra”, and together with Arigossi, each a “Seller” and collectively, the “Sellers”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
INTEST CORP entered into Lease Agreement with Elettra Real Estate S.r.l valued at €231,312 (effective 2024-03-12).
- Action
- entry
- Agreement
- lease
- Counterparty
- Elettra Real Estate S.r.l
- Value
- €231,312
- Effective
- 2024-03-12
Exact text from the filing
In connection with the Purchase Agreement, Alfamation has entered into a lease agreement (the “Lease Agreement”) by and between Alfamation and Elettra Real Estate S.r.l , a limited liability company incorporated under the Laws of Italy (the “Landlord”).
View on SEC.gov
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